DEFERRED COMPENSATION AGREEMENT
AGREEMENT made as of the 4th day of April, 1993, by and between Polo
Ralph Lauren Corporation, a corporation organized under the laws of the State of
New York (the 'Company'), and Michael J. Newman (the 'Executive').
The Board of Directors of the Company (the 'Board') recognizes that the
Executive's contribution to the growth and success of the Company has been
substantial. The Board desires to assure itself of the continued employment of
the Executive by providing an incentive for him to continue his employment with
In order to effect the foregoing, the Company and the Executive wish to
enter into a Deferred Compensation Agreement on the terms and conditions set
Accordingly, in consideration of the premises and covenants hereinafter
contained, the parties hereto agree as follows:
Section 1. Deferred Compensation Account; Contributions to Trust.
(a) The Company shall credit to a book reserve (the 'Deferred
Compensation Account') established for this purpose, commencing as of April
1993, and for each month thereafter through and including March 2003, an amount
equal to 20% of the Executive's base salary for such month; provided that the
Executive is employed with the Company on the last business day of such month.
The Deferred Compensation Account shall be debited or credited with amounts
losses or earnings debited or credited to an account (the 'Account') established
in respect of the Executive under the Trust (as hereinafter defined).
(b) Any amounts represented by credits made to the Deferred
Compensation Account in accordance with the first sentence of paragraph (a)
above shall be contributed by the Company on the last business day of each month
to the trust (the 'Trust') established under the Trust Agreement substantially
in the form of Exhibit A annexed hereto (the 'Trust Agreement'); provided,
however, that amounts represented by credits in respect of the month of April
1993 and all subsequent completed calendar months to the date of execution
hereof shall be contributed to the Trust within 3 business days after execution
of this Agreement with simple interest of 6% per annum from the effective date
of this Agreement. Amounts contributed to the Trust and credited to the
Executive's Account thereunder shall be invested and reinvested, at the
direction of the Executive, in accordance with the provisions of the Trust
(c) The Executive agrees on behalf of himself and his
designated beneficiary to assume all risk in connection with any debits or
credits made to his Account under the Trust by reason of losses or earnings on
investments made in accordance with the provisions of the Trust Agreement.
Section 2. Benefit Payments.
(a) On the earlier of (i) April 1, 2003 and (ii) the earliest
date reasonably practicable following the Executive's termination of employment
with the Company for any reason, the Company shall pay (or cause to be paid from
the Trust) to the Executive or to the Executive's beneficiary or estate (in the
event of his death)
in cash a lump sum amount equal to the vested amount (determined pursuant to
Section 3 hereof) reflected in the Deferred Compensation Account as of the date
of such termination.
(b) The beneficiary referred to in paragraph (a) above may be
designated or changed by the Executive (without the consent of any prior
beneficiary) on a form provided by the Company and delivered to the Company
before his death. If no such beneficiary shall have been designated, or if no
designated beneficiary shall survive the Executive, the lump sum payment payable
under paragraph (a) above shall be payable to the Executive's estate.
Section 3. Vesting.
(a) Except as provided in paragraph (b) below, the Executive's
interest in the Deferred Compensation Account shall vest at the rate of 20% per
year, commencing on the first anniversary of April 4, 1993, and on each of the
following four anniversaries thereof, thereby becoming 100% vested on April 4,
1998, but only if the Executive is actively employed by the Company and has
remained continuously so employed from the date hereof to and including the
applicable anniversary date. The Executive shall not be deemed to be actively
employ for a period during which the Executive remains on the payroll for the
purpose of collecting salary pursuant to a severance or similar termination
(b) In the event that (i) the Executive dies, (ii) the
Executive's employment is terminated by reason of Disability (as hereinafter
defined), (iii) the Executive's employment is terminated by the Company for
other than Cause (as hereinafter defined) or (iv) the Executive terminates
employment for Good Reason (as
hereinafter defined), then the Executive's Deferred Compensation Account shall
be 100% vested.
For purposes of this Agreement:
Termination of employment by reason of 'Disability' shall
mean, if, as a result of the Executive's incapacity due to physical or mental
illness, the Executive shall have been absent from his duties hereunder on a
full-time basis for the entire period of six consecutive months.
'Cause' shall mean (i) the willful and continued failure by
the Executive to substantially perform his duties hereunder after demand for
substantial performance is delivered by the Company that specifically identifies
the manner in which the Company believes the Executive has not substantially
performed his duties, or (ii) the Executive's conviction of any crime (whether
or not involving the Company) constituting a felony or (iii) the willful
engaging by the Executive in misconduct that is materially injurious to the
Company, monetarily or otherwise (including, but not limited to, conduct that
constitutes competitive activity) or that subjects, or if generally known, would
subject the Company to public ridicule or embarrassment. For purposes of this
paragraph, no act, or failure to act, on the Executive's part shall be
considered 'willful' unless done, or omitted to be done, by him not in good
faith and without reasonable belief that his action or omission was in the best
interest of the Company. Notwithstanding the foregoing, the Executive shall not
be deemed to have been terminated for Cause without (x) reasonable written
notice to the Executive setting forth the reasons for the Company's intention to
terminate for Cause, (y) an opportunity for the Executive, together with his
to be heard before the Board and (z) delivery to the Executive of a notice of
termination from the Board finding that in the good faith opinion of the Board
the Executive was guilty of the conduct set forth above in clauses (i) - (iii)
hereof, and specifying the particulars thereof in detail.
'Good Reason' shall mean (i) the assignment to the Executive
of a title or duties inconsistent with those of a senior executive of the
Company, (ii) a reduction by the Board of the Executive's salary, or (iii) a
failure by the Company to comply with any material provision of the employment
agreement entered into between the Executive and the Company as of October 26,
1993, or any successor agreement thereto, that has not been cured within thirty
(30) days after notice of such noncompliance has been given by the Executive to
Section 4. Unfunded Arrangement.
It is the intention of the parties hereto that the arrangement
described in this Agreement be unfunded for tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as amended.
Nothing contained in this Agreement or the Trust Agreement and no action taken
pursuant to the provisions of this Agreement or the Trust Agreement shall create
or be construed to create a fiduciary relationship between the Company and the
Executive, his designated beneficiary or any other person. Any funds that may be
invested under the provisions of the Trust Agreement shall continue for all
purposes to be a part of the general funds of the Company and no person other
than the Company shall by virtue of the provisions of this Agreement have any
interest in such funds. To the extent that any person acquires a right to
receive payments from the Company under this Agreement,
such right shall be no greater than the right of any unsecured general creditor
of the Company. This Agreement constitutes a mere promise by the Company to make
a benefit payment in the future.
Section 5. Nonalienation of Benefits.
The right of the Executive or any other person to the payment
of deferred compensation or other benefits under this Agreement shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by creditors of the Executive or
the Executive's beneficiary or estate.
Section 6. No Right to Employment.
Nothing contained herein shall be construed as conferring upon
the Executive the right to continue in the employ of the Company as an executive
or in any other capacity.
Section 7. Effect on Other Benefits.
Any deferred compensation payable under this Agreement shall
not be deemed salary or other compensation to the Executive for the purpose of
computing benefits to which he may be entitled under any pension plan or other
arrangement of the Company for the benefit of its employees.
Section 8. Binding Agreement.
This Agreement shall be binding upon and inure to the benefit
of the Company, its successors and assigns and the Executive and his heirs,
executors, administrators and legal representatives.
Section 9. Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of New York without regard to its conflict of
Section 10. Validity.
The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
Section 11. Counterparts.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
Section 12. Arbitration.
Any dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in the City of New
York in accordance with the rules of the American Arbitration Association then
in effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction. The expense of such arbitration shall be shared equally by the
Company and by the Executive; provided that the arbitrator shall be entitled to
include as part of the award to the prevailing party the reasonable legal fees
and expenses incurred by such party in an amount not to exceed $25,000 in
connection with enforcing its rights hereunder.
Section 13. Amendment.
The Agreement may be amended in whole or in part by a written
instrument executed by both parties hereto.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officers and the Executive has hereunto set
his hand and seal as of the date first above written.
POLO RALPH LAUREN CORPORATION
By /s/ Peter Strom
/s/ Michael J. Newman
Michael J. Newman
AMENDMENT NO. 1 TO
DEFERRED COMPENSATION AGREEMENT
Agreement dated as of October 31, 1994 between Polo Ralph
Lauren Corporation ('Polo'), Polo Ralph Lauren, L.P. (the 'Partnership') and
Michael J. Newman ('Executive').
Polo and Executive are parties to a certain Deferred
Compensation Agreement dated as of the 4th day of April, 1993 (the 'Agreement').
Polo has transferred substantially all of its assets and
liabilities and its business to the Partnership as of the date first written
The parties wish to confirm and acknowledge that Polo has
assigned to the Partnership and the Partnership has assumed, all rights, duties
and obligations of Polo under the Agreement.
NOW, THEREFORE, intending to be bound the parties hereby agree
as follows with effect from the first date written above.
1. All references to the Company under the Agreement shall
refer to Polo Ralph Lauren, L.P., a Delaware limited partnership, and all
notices shall be addressed to that entity. The Partnership hereby agrees to
fulfill all the duties and obligations of the Company under the Agreement and to
be bound by the terms thereof.
2. Except where the context requires otherwise, references in
the Agreement to the 'Board of Directors' of the Company or its 'Board' shall
mean the executive or managing board of the Company which is vested with the
authority to hire and dismiss the executive officers of the Company and if that
power is vested in a general partner of the Company then such reference shall be
to the Board of
Directors or the executive or managing board, as the case may be, of such
3. The Agreement remains in full force and effect and
unmodified except as herein provided.
IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement as of the date first written above.
POLO RALPH LAUREN CORPORATION, a New
By: /s/ Victor Cohen
POLO RALPH LAUREN, L.P., a Delaware
By: POLO RALPH LAUREN CORPORATION,
By: /s/ Victor Cohen
/s/ Michael J. Newman